


Unmasked

by littlelovelyspiderling



Category: Sinister Six - Fandom, Spider-Man (Tom Holland Movies), Spider-Man - All Media Types, The Avengers (Marvel Movies), The Avengers (Marvel) - All Media Types
Genre: Enemies to Friends, Fluff and Angst, Hurt/Comfort, Protectiveness, Sickfic, Tickling, ish, more like enemies to awkward men trying to protect small spider boi, sinister 6 beat spider-man up but are stunned when he’s actually bebe the end, ticklish!peter
Language: English
Status: In-Progress
Published: 2020-11-30
Updated: 2020-11-30
Packaged: 2021-03-09 18:35:49
Rating: General Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 4
Words: 19,058
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/27800866
Author URL: https://archiveofourown.org/users/littlelovelyspiderling/pseuds/littlelovelyspiderling
Summary: Spider-Man is forced to fight the Sinister Six while he’s sick, which leads to his enemies making unexpected discoveries about their arch nemesis.
Relationships: Peter Parker & Avengers Team, Peter Parker & Otto Octavius, Peter Parker & Sinister Six, Peter Parker & Tony Stark
Comments: 26
Kudos: 203





	1. Chapter 1

Stomach bugs were no fun for anyone, even superheroes. 

Or maybe, rather, _especially_ superheroes. 

When Peter staggered out of his room Friday morning with glassy eyes and a scalding fever, lurching over the kitchen sink to barf his guts up for the third time since midnight, May corralled him right back into bed and forced him to stay home from school that day.

“You’re a walking petri dish that can barely walk,” she scolded him, pulling the covers up to his chin. “Stay in bed and sleep it off.”

Peter’s only retort was a quiet groan of protest. He would have put up more of a fight, had he the strength or desire. But in all honesty, a day off was something he desperately needed, especially in his condition.

May left him with water, soup, Gatorade, and a puke bowl, then kissed him on the forehead and hurried off to work, promising to return to his side as soon as possible. Peter didn’t remember falling asleep, but he remembered waking up.

The sky outside was cloudy and pink. His sheets and clothes were drenched in a cold sweat. Chills prickled across his skin. His head throbbed.

But it wasn’t a fever-induced throb.

It took Peter’s brain a few delirious seconds to realize the sensation he was feeling wasn’t a migraine, but his spidey sense going off. Once the gears clicked into place, he shot upright, eyes wide.

“Wha—?” he gasped. He glanced around the room, dazedly raising his fists at the ready, but there was no threat in sight. Just a mountain of dirty laundry ever-amassing on his desk chair. 

His spidey sense continued to tingle at the base of his skull, but it was a dull ache. Warning of danger that was not directly in front of him.

His phone pinged from where it sat charging on his bedside table. Peter stretched to grab it, clutching his unsettled belly. In the past four minutes, he had received ten notifications: three news alerts, five text messages, and two missed calls.

_Breaking: Union Square Under Attack by Sinister Six_

_Happening Now: Supervillains Plunder Union Square Farmer’s Market_

_ABC News: Villains Attack Union Square; Demand Battle with Spider-Man_

As his eyes absorbed the barrage of words on the screen, shivers darted up Peter’s spine. _Oh no._ He scrolled down to the text messages.

Ned: 

  * _you seeing this??_
  * _are you going to help? is that why ur not at school today?_
  * _peter???_



MJ:

  * _Shits going down in union square_
  * _They’re asking for spider-man_



The phone dropped from his fingers and disappeared within the mound of blankets. His heartbeat thumped behind his eyes and in his ears. Of _all_ the times this could've happened. Why now? Why today? The Avengers had left last week for a super top-secret S.H.I.E.L.D. mission in Haiti. It was his job to hold down the fort while they were away. There were no other superheroes here to defend New York besides Spider-Man. And Spider-Man was sick as a dog right now. 

Was this series of unfortunate coincidences actually by design? Some conniving, masterful plot concocted by his worst nemeses to defeat him while he was most vulnerable?

It didn’t matter why this was happening. It didn’t matter if it was a trap. _People are in danger. I have to help._ Peter clambered out of bed, heavy and weak. His limbs trembled as he stripped off his clothes and slipped into the Spider-Man suit. The fabric clung to his feverish skin like itchy velcro, exacerbating his discomfort even more. When he was fully dressed, he stared at himself in the bathroom mirror.

“I can do this,” he told himself. “I can do this.”

An instant later, he was ripping the mask off his head and dry heaving into the toilet, tears dripping off his chin.

“Okay…” Peter whimpered once the episode had passed, his own voice echoing back at him wetly, “m-maybe I can’t do this…” His body was cold and shivery. His bones felt like they had the structural integrity of eggshells.

_But I have to do this. I have to._

He climbed to his feet, washed his face, rinsed out his mouth, and pulled the mask back over his head. Red-rimmed eyes and sallow cheeks veiled behind the powerful, iconic disguise. 

* * *

Peter only barfed once on his web-swing over to the scene of the crime. Unfortunately, it was while he was crossing the Williamsburg Bridge, and though he managed to stop in time to lift his mask away from his mouth and aim for the East River, he could hear the laughs and honks of passersby photographing his sickly display.

Screams and crashes reached Peter’s ears before he reached the square. He leapt off a flag pole and knelt on the roof of a Duane Read that overlooked the commotion.

It was chaos. Raging fires, overturned tables, trampled tarps and market wares. Tourists and shoppers running for their lives. Electro hovered above the treetops, igniting their leaves and branches like giant birthday candles. Rhino bulldozed through a fruit stand, sending apples and grapefruits flying through the air. Sandman towered above the terrified civilians while Scorpion chased them on the ground. The air shook with the sound of Shocker’s power blasts as Dr. Octopus snagged a screaming chess player in one of his mechanical claws.

“Where’s your beloved superhero _now_ , New York?” Octavius laughed. “Come on, Spider-Man! Don’t you care about these poor, pathetic citizens? Do you not hear their cries and screams? What kind of hero stands idle when his people are under attack?”

Peter’s mouth was dry and sticky. His muscles felt like Laffy Taffy. He shuddered and gripped his upset tummy in his hand. As much as he hated to admit it, Otto was right. What kind of hero was he if he didn’t help? It didn’t matter how he was feeling; saving people in trouble was his job, his duty. Even though every odd was against him, he refused to abandon them now.

And it wasn’t like Doc Oc was giving him a lot of time to consider his options. At that moment, Otto wound the hapless chess player back and chucked him toward the busy street. Huffing out a shaky breath, Spider-Man launched himself off the rooftop and caught the man mid-air. With a tap on his wrist, Peter whisked him to safety on a thread of webbing, landing ungracefully on the sidewalk.

“You okay?” Spider-Man asked, but as soon as his feet touched the ground, the chess player took off in the opposite direction, screaming his head off. Peter waved lethargically. “Cool, yeah, he’s fine,” he murmured, more to himself than anyone else.

“Spider-Man!” Electro called excitedly, a halo of energy fizzing around his body. The five other villains turned away from whatever they were destroying and honed in on the hero with fiendish grins, vengeance flashing in the whites of their eyes.

_Oh boy._ Peter swallowed down a gag and puffed up his chest, fighting every instinct telling him to run back home and crawl into bed and die. _Have to look strong. Have to fake it. If they realize how weak I am, I’ll be even more screwed than I already am. Which is a lot._

“Ah, there you are,” Otto said smugly, the four metal arms on his back stomping through the wreckage as he approached. “Took you long enough, arachnid.”

Peter threw his arms in the air. “Seriously, guys? A _farmers’ market?_ Of all the people and places to harass, you picked the sweet, old, environmentally conscious patrons of this adorable local establishment? Why not attack H&M or the M&M store? You know, places without morals or culture.” Peter caught himself swaying on his feet just in time to keep from stumbling, a fresh twinge of fear coloring his heart.

“You’re so damn predictable,” Sandman cackled. “All it takes is us scaring a couple of pansies, and out you come, flippin’ and zippin’ to the rescue.”

“Even when you’re so clearly outmatched,” Rhino snorted.

Peter shivered and flexed his clammy palms at his sides. _You have no idea_.

Shocker pounded his gauntlets together. “Enough talk, gents.”

Scorpion leapt on top of a subway entrance, the jagged tip of his stinger catching the light of the sinking sun. Six of the world’s most powerful villains loomed over one spider-themed superhero.

“Let’s pulverize him.”

A bolt of electricity struck the sidewalk an inch from his foot. Peter leapt back in surprise, his spidey sense registering uncharacteristically late. _Wow, thanks for the extremely delayed warning!_ he thought bitterly, sticking to a nearby lamppost. 

In the blink of an eye, four out of five enemies were upon him, reeling back fists, tentacles, and serrated stingers. Peter gasped and sprung into the air, barely dodging the deadly series of attacks, digging his fingers into his palm triggers and spewing a blanket of webs over his enemies. At the peak of his jump, Shocker nailed him in the side with an energy blast, sending Spider-Man sailing sideways. He banged into a trashcan before hitting the concrete.

“Ow…” he groaned. Normally, a hit like that would hardly faze him. But right now was not normally. As he clambered to his feet, a metal claw lunged for his neck. He jerked out of its direct path, but one of its razor-sharp prongs grazed his shoulder, slicing a deep gash into his flesh. Peter backflipped away, hissing in pain, his heartbeat loud and heavy.

But right when his toes met the ground, _BAM_ —a giant fist made of sand struck him dead-on. Spider-Man crashed into the bank on the other side of the street, rattled to his core.

“What’s the matter, Spidey?” Sandman hollered, ripping globs of webbing off his arms. “You seem off your game. Less spry and jumpy than usual.”

_“Shit,”_ Peter panted, trembling as he crawled out of the rubble. He tried to stand but staggered forward instead, falling on his hands and knees. He rolled out of the way of Scorpion’s stinger and right into the grasp of Doc Oc’s arms, which seized him by the ankles and flung him across the plaza. When he smashed through a pastry display table and tumbled across the unforgiving asphalt, he was certain he blacked out for a second or two.

A dark shadow passed over him, and Spider-Man opened his eyes to see a giant gray mass dropping towards his face. He kicked off the ground and stuck to Rhino’s chest just as his foot slammed through the already-demolished table, splintering it into bits. Before Rhino could grab him, Peter wound back and socked him square in the jaw. While O’Hirn fell backwards, Peter somersaulted through the air and landed a roundhouse kick between Doc Oc’s eyes. He webbed Scorpion’s feet to the ground, smashed Shocker’s gauntlets together, then flung him into Flint’s chest, the sporadic pulses radiating from the weapons rendering Sandman unable to reform. 

Peter’s adrenaline was pumping now; his confidence had hiked up a notch. He landed on the trunk of a down tree as his enemies grumbled and groaned, sparing a moment to breathe, when he realized—

_Wait, where’s Elec—?_

“GAAAAHHHH!”

White hot pain tore through every fiber of his being. In a flash, Peter found himself on the ground, twitching and sputtering as electricity coursed through his muscles. The spot on his back where the bolt had struck burned like fire.

“Missed one,” Electro jeered. Spider-Man gulped down ragged gasps of air as he fought to rise from the concrete, limbs shivery and useless.

“Web up _this!”_ Rhino roared, swinging his monstrous foot into his gut. Spider-Man rolled across the square like a rag doll, the gritty asphalt tearing up his suit and carving his skin to ribbons.

_Not good…!_ he thought. Nausea reclaimed him with a cruel vengeance. Before he could even think about getting up, a hand seized him around the middle and lifted him off the ground, pinning his arms to his sides, holding him level with Sandman’s enraged expression.

“Your dirty tricks are old news, Spidey!” With a shout, Flint Marco punched the young hero in the face with his oversized sand-fist. Peter’s head snapped back, black spots flickering in his vision, a high-pitched ring replacing all sound.

_Not good…_

Marco swung again, again, again, striking his eye, his ribs, his stomach. Peter’s world jumped between numbness and pain like a malicious seesaw. At some point, maybe six hits in, Sandman slugged him so hard, he knocked him out of Rhino’s grip. Peter fell face-first into dirt. It smelled like decay and rain and flowers.

_N-not…good…_

“How pathetic,” someone sneered.

Cold metal teeth closed around his leg and hurled him into a bed of cinders and ash. He cried and yelped as he scrambled out of the burning heap, his hands and legs singed and seething. When he looked up, Shocker was approaching him—slowly, leisurely. He couldn’t crawl backwards fast enough.

“Thought you’d put up more of a fight, pissant.”

When Spider-Man made a move to get away, Shocker rammed his gauntlet against his shin. The sound of the bone snapping in half echoed in his ears. The pain was blinding.

“AAAGH!” he screamed weakly. That was all he could manage. He couldn’t breathe, couldn’t move, couldn’t _think._ Every inch of him was in agony. He doubted there was any flesh left that wasn’t bruised, broken, sliced, or burned. The world tipped and tilted beneath him. It was too much, too much. No matter how hard he tried, he couldn’t lift his weight off the earth.

_Can’t…give…up…!_

Then Scorpion’s stinger stabbed him beneath the collarbone, plunging deep into his flesh, tearing through skin and muscle with ease. Peter gasped, choked, gagged. When Scorpion yanked the tail out of his chest, blood oozed from the opening and pooled underneath him. The warm wetness soaked through the fabric of Peter’s suit, branching into tributaries that snaked across the dirt.

_…help…_

“Ha! Look at him! We did it! We actually did it!”

“Not so tough without his Avengers buddies backing him up, is he?”

_This was…mistake…_

“Should I end him?” someone asked. The voices were distant, murky, like he was listening to a conversation that was happening underwater.

_I’m…gonna die…_

“No. He’s more valuable to us alive.”

“And that would be way too merciful. After all the shit he’s put us through, we gotta make it _slow._ Nice and slow.”

_S-someone…please…_

Above all the pulsating agony, Peter felt a metal claw curl around his throat. It lifted him off the ground and held him in the air, crushing the oxygen from his windpipe.

“Sweet dreams, Spider-Man,” someone said in a sing-song voice. Peter’s trembling hands slowly reached up and gripped the prongs around his neck.

“W-wait—” he croaked out, right before his head collided with the street. The world clapped to darkness.


	2. Chapter 2

Doc Oc’s notoriously dull and empty lab was filled with bodies and excitement that evening. The Sinister Six piled eagerly into the large room as Octavius dumped a bloody, unconscious Spider-Man onto one of the examination tables. An uproar of cheers and laughter followed.

“The spider is finally squashed!”

“Is he still alive? No way he’s still alive.”

“Heart’s still beating, according to the computer.”

“Who _cares?_ The little bitch finally got what was coming to him.”

“I wanna break his other leg. Can I break his other leg?”

“Now, now, listen, my comrades.” Octavius rose above the group on his metal limbs, tapping a glass against a bottle of champagne until the room fell quiet. “Before we continue, I think a win this spectacular deserves to be celebrated accordingly.”

Using the prehensile pincers at the ends of each tentacle, Otto poured and distributed the alcohol with ease, and everyone raised their glasses.

“A toast to us, the greatest super villains to ever grace history!”

“Here, here!”

“And a toast to Spider-Man! The biggest, most obnoxious pain in all our asses—vanquished at last!”

Laughs and shouts preceded the communion. After downing his drink, Otto wiped his lips with a grin. 

“And as the leader of this great and glorious team, I am nothing if not giving to my loyal followers. Since you all deserve personal retribution for the many, many grievances this wretch has inflicted upon us, I promise each of you at least two minutes of reparation time to do to Spider-Man whatever you feel he deserves. Once we wring his throat dry of whatever information he possesses, he’s all yours. So long as I get to deal the final blow.” He chuckled. “Well, if he survives that long, anyway.”

“I’ll snap off all his fingers!”

“I’ll gag him with his own webbing!”

“I’ll pop his head like a grape!”

“I’ll zap him ’til his heart stops, then zap it back to life, then zap him dead again!”

“Revenge is sweet,” Octavius concurred, walking around the table to stand behind Spider-Man’s head. The rest of the Sinister Six went silent and gathered on either side of the fallen hero, with Rhino at his feet. “But first,” Doc continued, reaching forward with one of his mechanical tentacles. The tips of the metal prongs pinched the fabric at the top of Spider-Man’s mask.

“Let’s have a look at our arch enemy’s _face.”_

In one quick yank, the mask peeled off the hero’s head. Six pairs of eyes absorbed the bruised, pale face lying lifelessly before them—the face of their sworn nemesis. A face none of them were anticipating. Gradually, the grins and snickers faded away, replaced by furrowed brows and puzzled glances.

“Wait…” Electro said, breaking the long stretch of silence.

“I’m…confused,” Scorpion added.

“Is he—does he look—?”

“Like…a _kid?”_

Everyone’s gazes rose to Octavius. The brilliant scientist looked between them and Spider-Man bewilderedly, his mouth hanging agape.

“I…” he began, rolling the hero’s head to the side. An ugly gash marred his left cheek; dried blood was smeared all the way to his hairline. “I don’t…understand.”

Spider-Man had the soft, innocent face of a child. It was the kind of face grandmas couldn’t resist pinching and puppies just _had_ to lick. His hair was a wild mess of brown curls that was sticking up all funny because of how long he’d been wearing his mask. He severely lacked the sharp, signature features that defined man from boy. Hell, he even had _acne:_ tiny constellations of it dotted across his chin and forehead. No way was he considered a legal adult by the state of New York yet.

Spider-Man was no man at all. Spider-Man was, in fact, a Spider- _Kid._

Otto lifted his eyes to the others. He didn’t know what to say.

“It’s not him,” Scorpion suggested.

Sandman scoffed. “What do you mean, ‘it’s not him’?”

“Maybe this isn’t Spider-Man,” he said. “Maybe the real Spider-Man sent a double. Someone to stand in his place while he’s busy or whatever to keep us at bay.”

“Spider-Man’s despicable if he’s sending some kid to fight his battles for him. Doesn’t sound like his style.”

“I don’t know! I’m just brainstorming here! I mean, you saw how pathetic he was today. Spider-Man normally puts up a better fight than that.”

“Yeah,” Electro said nervously. “Maybe it’s not him.”

“He was sticking to things and shooting webs and mouthing off just like the real Spider-Man always does,” Shocker retorted. “I’m pretty sure this is him.”

“Silence!” Octavius shouted, holding up his fist. He turned to the large screen on his right. “Computer, run biological and forensic diagnostics on Spider-Man.”

A series of beams and lasers scanned across the hero, gathering and analyzing information. About a minute later, a robotic voice spoke up.

_“Facial and DNA match confirmed,”_ the A.I. replied. _“Subject is Peter Benjamin Parker. Born to parents Richard and Mary Parker on August 10th, 2001. Age: fifteen. Address: 42-42 80th St, Queens, NY 11373. Current occupation: Intern at Stark Industries and sophomore high school student at Midtown School of Science and Technology.”_

Stinging disbelief pricked all of them. Rhino’s jaw fell.

_“Fifteen?”_

“Sophomore?”

_“High school?”_

It was strange to finally be able to put a name and face to someone they had all known only as a masked caricature for so long. _Peter Parker. Peter._ And yet, the face still had everyone reeling to the point that the name hardly registered. Otto slammed a metal arm against the table.

“Shut up, all of you!” he spat. “Computer, relay back all the biological data you’ve gathered on Spider-Man.”

_“Confirmed,”_ the A.I. said. _“Subject’s current heart rate is 52 bpm. Subject’s current blood pressure is the 79mmHg. Subject’s current temperature is 105.8 degrees Fahrenheit.”_

“None of those sound normal,” Sandman said with a snort.

“Relay DNA findings,” Doc Oc barked impatiently.

_“Confirmed. Subject’s DNA is mutated and abnormal. Subject’s blood emits low levels of gamma radiation. Subject’s genome is human combined with an unidentifiable species of arachnid.”_

Everyone’s eyes snapped up at once. The realization drizzled over them like baleful mist.

“Oh my god,” Sandman breathed. “It’s him.”

“You mean he’s actually part _spider?_ Gag!”

With a scoff, Electro stepped away from the table, cupping his hands against the back of his neck. “You’re kidding me. You’re _shitting_ me. You’re telling me _this_ is the person I’ve been trying to kill this whole time? _This_ is the guy I’ve been frying like a mozzarella stick?” He kicked a trash bin across the room. “Dammit! I do a lot of bad things, but I’d never knowingly hurt a child!”

“Spider-Man is just some fifteen-year-old high school brat?” Rhino said, pouting his lip. “Geez. I can’t believe we just beat the shit out of some kid.”

“Spider-Man is not just some kid!” Otto roared. “Who cares about his age! Have you all suddenly forgotten how much this bastard has antagonized every last one of us? How he’s foiled our plans and ruined our lives again and again for the past two years?”

Sandman pressed the heels of his hands to his temples. “Oh my god. Does that mean I’ve been beating him up since he was _fourteen?_ My niece is three years older than him, and I can’t imagine putting her through what I’ve done to him!” He squeezed his eyes shut and bowed his head. “What kind of monster am I...?”

“I broke his damn leg,” Shocker said distraughtly. “And I _enjoyed_ it.”

“Hell, guys…this is so messed up…”

Five members of the Sinister Six stewed in a sauna of shame and guilt. Octavius refused to join them.

“You spineless morons! All of you! Our enemy lays defeated in front of us, yet you choose to wallow in remorse! We should be celebrating! Nothing has changed! He’s young—so what? That doesn’t undermine all the frustration he’s caused us, or our glorious victory over him! Come on, now! Raise your glasses with me! To the Sinister Six! Guys...?”

Nothing he said could wipe the queasy looks off all their faces, or the guilty stickiness he felt in his own gut. Everything—all of this—it just felt _wrong._

Sandman stood over Spider-Man and gingerly placed his hand against his forehead. It was startlingly hot and damp with sweat. “Computer, why is Spider-Man’s temperature so damn high? What’s the cause?”

A couple seconds later, the A.I. pinged. _“Confirmed,”_ it said. _“Subject has a norovirus infection. It appears subject has been infected for at least twenty-four hours. Norovirus is commonly diagnosed as gastroenteritis or the stomach flu. Symptoms include fever, cramps, dizziness, lightheadedness, and nausea.”_

A groan swept through the room. Scorpion crossed his arms against the table and buried his head between them.

“He’s _sick._ That’s why he seemed so sluggish and off during the fight. Because we were beating up a _sick kid.”_

“Shit. Last time I had the stomach flu, I didn’t leave my bed for two days. He really thought he could take us on in his condition?”

“Not like we really gave him a choice,” Shocker murmured.

“The little punk probably didn’t even think twice about it,” Sandman said miserably. “After all, his dumbass adolescent brain is still developing.”

Rhino sulked. “Yeah, as long as we didn’t permanently damage it...”

The Sinister Six fell into a dreadful silence. 

At that moment, Spider-Man coughed. The group jumped and gasped, automatically assuming defensive positions with their fists raised, weapons drawn, and muscles coiled.

Spider-Man coughed again, his head lolling to the left, but he didn’t wake up. A collective sigh passed everyone’s lips. Electro went lax, his hands falling to his sides.

“So…um…what the hell do we do now?”

Scorpion frowned at him. “What do you mean?”

“Like, what do we _do?_ We have him here, beat to a pulp. What are we going to do with him?”

For the first time, Spider-Man was at the complete mercy of his most powerful enemies. And for the first time, none of them wanted to chop off his head and impale it on a spike. 

Sandman gazed across the bruises on his face, the road burn striped across his limbs, the bloody puncture wound in his chest. His swollen leg, his black eye, the charred fabric and flesh. He hadn’t allowed himself to take all the damage in for what it was until now. A truly abominable and grisly sight.

“He won’t survive long if we just leave him like this,” he said quietly.

Again, all eyes rose to Dr. Octopus. Otto grimaced between their pitiful looks, their reluctantly pleading stares. _Pathetic!_ he wanted to shout, but he couldn’t find the will to conjure the word—any words.

Soon enough, he felt his own callous facade melting away. He sighed.

“I…I suppose keeping him alive is in our best interest. For now.” He cleared his throat and pulled the goggles off his face. “I’ll clean and treat his injuries as best I can. At least to the point that they’re not life-threatening.” He waved his hand dismissively. “Go—get some rest, all of you. We’ll, uh—we’ll regroup in the morning.”

The Sinister Six exchanged nervous looks with each other, then turned back to the face of the half-dead fifteen-year-old in front of them. Hesitantly, they filed out of the room and up the stairs, shooting a couple anxious glances over their shoulders before climbing out of sight.

The room was eerily quiet now that it was just the two of them. An evil scientist and an unconscious super-child in spandex. The only noises were the beeps from the monitor on his right and the kid’s shaky, labored breathing.

“You’re really something, you know that?” Octavius scoffed. “Of course, now that we’ve finally bested you, _this_ is what we end up with. _This_ is what you are.”

With a thought, the claws at the end of one of his tentacles reconfigured into large shears. The material that made up Spider-Man’s suit was tough, but with a few strategic cuts and snips, Doc was able to tear through and peel the clingy fabric off his body. Now that he was stripped down to nothing but his boxers (which had tiny cartoon Iron Men on them, a sight that made him snort, despite his efforts not to) the devastating harm they’d inflicted upon him was painfully evident. The ratio of undamaged flesh to damaged flesh was sickeningly skewed toward the latter. There was so much to tend to, he wasn’t sure where to start. And it wasn’t like his doctorate had been in medical care.

“We really did a number on you, didn’t we Spider-Man?” Otto murmured. He looked back at the screen. “I mean…Peter. Peter Parker.”

The name felt salty on his tongue. He didn’t like how it humanized him, transforming the famous vigilante from vexing public figure to baby-faced teenager. He’d always dreamt of unmasking the scourge that was the elusive Spider-Man. Now he wished the day had never come.

He left Peter’s side to grab the medical kit from under the sink. Then he got to work, undoing the damage they had reaped.

___________________________________

“Computer, summarize what you’ve gathered on Peter Parker’s personal life.”

Roughly four hours later, Octavius flopped into a chair by the kid’s side, exhausted. He had treated all the wounds he had the capacity to treat, hooked him to an I.V. full of fluids and electrolytes, and was now monitoring his steadily improving vitals. The kid was a suture-filled, burn cream-lathered, bandaged-up mess, but at least he was on the mend instead of his death bed. Seemed like a good time to take a break and do some research on the person behind their friendly neighborhood Spider-Man.

_“Confirmed,”_ the A.I. responded. _“Compiling personal file.”_

A slide with pictures and lists regarding Peter’s life materialized on the screen.

_“Peter Parker was born in Queens, New York and still lives there today. He lived in a house in Forest Hills until 2005, then moved into the apartment complex he currently lives in now.”_

“A house in New York City?” Otto scoffed. “How lavish. Why the downsize?”

The A.I. enlarged a photograph—a man and a woman holding a bright-eyed, squishy-faced toddler sporting a familiar headful of brown curls.

_“Peter’s biological parents, Mary and Richard Parker, died in a plane crash in March of that year.”_

A knot formed in Otto’s gut as he stared at the happy family portrait. “Oh,” he said.

_“Orphaned at age four, Peter was then adopted by his aunt and uncle, May and Ben Parker. They couldn’t afford to live in the house in Forest Hills, so they moved Peter into their apartment nearby.”_

Another picture floated up, this one of a different couple hugging a slightly older version of the curly-haired toddler. After that, a series of images flashed across the screen—young Peter at Central Park, at a science fair, at the zoo, at home, on the subway, on the Brooklyn Bridge, passed out on a couch. With each new picture, he got bigger, older, but not by much. Sometimes his aunt and uncle were with him. Sometimes he was with others his age. Sometimes he had on glasses as thick as windshields. His smile was wide as the sun and just as bright.

In the last picture, he was standing next to Tony Stark, holding an upside-down certificate congratulating him on his acceptance as a Stark Industry’s intern.

“Barf,” Otto muttered, but he couldn’t displace the warm, uneasy feeling he got when he looked at Peter’s smiling face. He really was just a kid. A young, dorky, stupid _kid._ A kid they’d beat into the dirt ten times over.

_“Last year, May Parker became Peter’s sole guardian.”_

Octavius blinked, his shoulders tensing. “What happened to the uncle? Ben Parker?”

_“Ben Parker was murdered last April by an unknown shooter. The culprit was never caught.”_

Octavius swallowed, staring at the photograph of Spider-Man’s uncle. Then he turned back to the mummified teenager on the table beside him. For an instant, something he never thought he could feel for the spider-themed superhero brushed his heart. 

_Sympathy._

With a huff, Otto stood from his chair. “Come along then, arachnid,” he said, lifting the kid and the I.V. stand in his metal arms. “Let’s find you a more comfortable spot to rest.”

It was well past 4am by the time Octavius slumped into his own bed.


	3. Chapter 3

_Ow._

That was the first coherent thought that registered in Peter’s brain. 

_Pain._ He was in pain. A lot of it.

It started with the sunlight shining directly in his eyes through the ceiling-high windows. Then there was the sharp ache in his left leg. Then a sting in his shoulder. A cramp in his stomach. A throb in his skull.

And then, _everywhere_.

Peter was hurting all over. And yet, it was dull, distant, hazy hurt, like he was a ghost floating above his body after it had been run over by a dump truck.

_Ugh…_

His eyes scrunched into angry lines before fluttering open. His vision was fuzzy, unfocused, and no amount of blinking seemed to fix it. His brain felt like it had been replaced by three tons of bricks.

_What…where…_

He was…inside someplace. It was bright—way too bright. The ceiling overhead was tall and white. He was lying on a couch that felt like it had never been sat on before.

_Am I…dead…?_

His muscles were stiff as stone. He feared for a moment he was paralyzed, until he felt his fingers twitch, followed by his toes. It hurt—a _lot_ —but hurt was better than numbness.

_Okay. Not paralyzed. Hopefully not dead._

“Mmmgh,” he moaned. Slowly, he slid his hands back and pushed off the couch, lifting himself into a sitting position. “Oh, god…”

His skin was hot and sticky. Every bone, organ, and cell ached. He still felt sick, but now with about seventy extra ailments piled on top of that, which meant he was probably still alive. 

Probably.

_But how?_

The last he remembered, he was getting his ass handed to him by the Sinister Six. For as long as he’d operated as the masked vigilante Spider-Man, he’d never gotten thrashed that badly. How did he get away? Did someone rescue him? Had the Avengers swooped in and saved his dumb, in-over-his-head ass right after he’d blacked out? But how could they have gotten there in time?

And where the _hell_ was he?

Now that he was no longer lying down, the room had started listing a little. Peter reached up to rub his temple and felt something crinkly stuck to his head. He grabbed hold of it and started peeling it off his skin, wincing from the pain. Once he’d torn it free, Peter held the unknown object in front of his eyes. It was a large, bloody bandage. 

_Huh._

Peter’s eyes dropped to his lap. A thin blanket was draped over his body. When he lifted it away, he cringed.

His torso was a gruesome patchwork of Frankenstein-style stitches and bandages. He counted three sets of sutures on his upper body alone, plus four other cuts and scrapes held together with butterfly tape. His entire chest looked like one gigantic bruise. Plus, the _burns_ —some from scraping across coarse concrete, others from actual _fire_. Every small movement sent waves of pain rippling across his body.

_Yeesh_ , he thought, poking gingerly at the bandages on his shoulder. _Well, someone friendly had to patch me up. But who?_

Peter let the blanket slip from his fingers. Grimacing, he swung his legs off the couch and carefully placed his feet on the floor. Sweat slipped off his brow and dripped onto his knee.

“Okay,” he breathed. Peter inhaled sharply, then threw his weight forward, standing upright for an instant. Then he collapsed, gasping. Dizzying agony blossomed in his left leg and thumped like a second heartbeat.

“Shit,” he hissed through his teeth. He glanced back and saw his shin had been fashioned with a makeshift splint: two metal rods and ass-load of packing tape.

_Right. Broken leg._ The sound of the bone cracking in half reignited in his memories, sending a shudder down his spine.

Peter used the sofa to pull himself off the ground. This time, he placed all his weight on his right foot, using his left only for balance. His body ached and trembled with the effort it took to stand, but he managed to stay on his feet.

_Ouch. Ugh. Okay. Yeah. That’s a start._ The fuzz in his vision was starting to dissipate, but the fog in his brain clung like fungus. It felt like he’d been inhaling a bunch of that laughing gas stuff his dentist had given him back in the 6th grade when he had to get a tooth pulled. His head was heavy and light at the same time.

The room was a lounge area with stiff furniture and minimal decor. A wilted fern sat in the corner alongside a weird, tall block with a piece of metal sticking out of the top that Peter assumed was some form of modern art. The walls were entirely bare except for a small landscape painting that looked like it belonged in a motel bathroom. There were two other chairs across from the couch, a coffee table, a gray rug, and that was basically it. 

Beside the fern, a pair of double doors stood wide and closed. When Peter strained his sensitive ears, muffled voices could be heard conversing in the other room. Curiosity plucked at his chest.

“Um…hello?” he called, voice raspy. He approached the doors, hopping more than walking, gritting his teeth as his injuries burned and throbbed, heat radiating feverishly off his skin. By the time he transversed the room, he was out of breath, lightheaded. He leaned against the wall for a minute and cycled slow gulps of oxygen through his lungs.

Once he’d somewhat recovered, Peter limped in front of the large doors. The voices were louder now, but not loud enough to be recognizable. They sounded mostly male. Peter took a deep breath, reached out his arm, and cracked the door open just a hair to peek inside.

It was a kitchen—that was the first thing he saw. A man stood at the island with his back to the doors. Across from him was a round dining table with a bowl of fruit in the middle.

“How is he?” the man asked, biting into an apple. His voice was definitely familiar.

“Still hasn’t woken up, right?” another responded.

_Maybe this is another one of Clint’s safe houses,_ Peter thought. _Or an Avengers’ base I’ve never been to before. Or a secret sitting room in some tragically decorated S.H.I.E.L.D. headquarters. Or—_

Seconds before Peter opened his mouth to say hello again, the man eating the apple turned around. When Peter saw his face, his heart jumped out of his chest and splattered at his feet.

“I don’t know,” Herman Shultz said over a mouthful of fruit. “Has he?”

The oxygen around Peter vanished in an instant. _It’s Shocker! The guy who broke my leg! W-what the hell? What is he doing here?_

“Not from what I’ve heard,” the second voice continued. Another man entered his narrow line of vision, this one lit up like a neon sign, and Peter’s throat seized.

“You’re not being very helpful, Maxwell.”

“I told you not to call me that! I’m Electro!”

Shocker held up his hands. “Right, right, sorry. _Electro_ , then. You’re not being helpful.”

_What the shit, what the shit, what the actual, living shi—_

“Don’t ask me about these things. Ask the doc.” He lifted his head and grinned. “Look—here he comes now.”

_Clank, clank, clank._ Heavy, metallic footsteps rang in Peter’s ears and shook the floor beneath him. Horror and disbelief flooded his veins as the eight-limbed scientist stepped in front of him, hardly three feet away, pushing a pair of glasses up the bridge of his nose. 

“Ask me about what?” Doctor Octopus said.

Peter leapt back from the door, clamping both hands over his mouth. 

_Oh…my god. It’s them._

“I just wanted to know how he was doing.”

_They’re here. They found me. They came to finish the job._

Half of the super villains that had just wrecked his shit were standing in the neighboring room. Hell, maybe _all_ of them were. They’d probably taken whoever had helped him hostage, or perhaps the poor soul was already dead. He wouldn’t stand a chance like this. He didn’t have his suit, his webs, nothing. He’d tried his best to fight them when he was just sick with the stomach bug, and look how well _that_ had turned out for him. If they attacked him now, one solid hit was all it would take to knock him out. Or, if he was being fully honest, kill him.

Peter’s eyes darted frantically around the room. _I have to get out of here!_ He hobbled toward the wall of windows and placed his hands against the glass. It was at least four inches thick; probably bulletproof. But it was his only option. With a shivery grunt, Peter hoisted himself off the floor and crawled toward the ceiling, every step piercing him with flashes of pain.

_Okay. Launch off the ceiling, kick through the glass, make a run for it._ In his loopy, concussed mind, the plan sounded foolproof. The voices of his enemies were growing louder; Doc Oc’s footsteps were approaching rapidly. It was now or never.

Hanging off the upside-down surface, balancing on his good foot, heart racing, head dizzy and faint, Peter threw himself at the window. He hit the glass with a loud _thunk_ , bouncing off like a bug on a windshield, then crashed on top of the weird modern art piece, shattering the mahogany box into wood chips.

Peter lay sprawled in a heap in the wake of his failure, groaning and dazed. As he forced himself upright, gripping his head in his hand, the doors behind him burst open.

“What the hell?” Doc Oc exclaimed, alarm caked across his expression. When his gaze landed on the young superhero floundering in the splintered remains of his college art project, stunned and disheveled but now awake and wide-eyed, his muscles relaxed slightly. “Spider-Man?”

“Holy shit, he’s awake,” Electro said.

“And he destroyed your favorite sculpture,” Shocker added.

Peter’s eyes dashed between the three men, wild and afraid. He’d been unmasked by his absolute worst enemies—but that seemed the least of his troubles. _I’m toast,_ he thought. Tiny pieces of wood clung to his hair, face, and back. Seeing him conscious for the first time sent a spark of relief through Doc Oc, though he hadn’t expected him to wake up for at least another day; the combination of pain meds he’d given him was pretty strong. When Octavius moved an inch closer to him, Peter scrambled to his feet and backed away, tripping over himself in the process and heavily favoring his right leg.

“Spider-Man—” he began, trying to keep his voice level. Spider-Man picked up a chunk of the destroyed box and chucked it at him.

“S-stay back!” he shouted. His voice was shrill and cracked at the end of the demand. _Damn_ , Otto thought. The evidence of Spider-Man’s youthfulness was clear as day to him now—how had none of them noticed it before? Perhaps they had simply chosen not to notice.

Doc Oc dodged the projectile with ease. “Spider-Man, listen to me—”

Peter made a break for it, gunning for the opposite side of the room. He’d hardly made it two uncoordinated strides before three more figures emerged from a door behind the couch, blocking his escape path: Scorpion, Sandman, and Rhino. He skidded to a stop with a gasp.

“Whoa,” Rhino exclaimed, towering over the half-naked hero. “Would you look at that. Tiny spider is alive.”

_Shit!_ Peter screamed internally. He whipped his gaze in every direction and realized he was surrounded.

“He needs to stop moving,” Otto said, knowing there was no way to accomplish that with words. He raised his tentacles above his head, the pincers snapping hungrily. “Grab him.”

Rhino made the first move, reaching out with his meaty hands to snag the kid by the arm. But Spider-Man ducked and rolled out of the way, moving surprisingly fast despite all of his injuries, though it was obvious the exertion was hurting him. Scorpion and Sandman tried next, lunging for his legs, but Peter hopped right over them and flipped backwards, wincing and staggering once his feet hit the floor and banging into the window.

“You’re going to reopen your wounds,” Octavius warned him. He thrust two tentacles at his torso, but Spider-Man flinched out of their grasp. Otto launched the other two arms at him, and Peter skirted between them, springing on to the wall. The exhaustion and terror in his face were evident. Otto felt bad for scaring him so much, but this was for his own good.

“Spider-Man— _please_ ,” he groused. His mechanical arms grabbed and snapped at the air, barely missing the slippery little hero every time. “Just—stay— _still!”_

Peter wasn’t listening to a word he said. All he knew was that he couldn’t let himself be caught. Every inch of him was screaming in agony. When the tentacles pounced on him all at once, Spider-Man shrunk small and dove underneath them, somersaulting past Doc Oc’s legs and popping up behind him. Peter bolted blindly for the double doors, only to ram straight into Rhino’s giant leg and fall flat on his ass. Three metal prongs clamped around his midsection before he could regather himself, pinning him to the floor.

“Agh!” Peter yelped, tugging uselessly at the claw’s strong teeth. “Let me go!”

Otto lifted Spider-Man off the ground. He continued to strain and squirm, kicking his legs and grappling with the mechanical pincers gripping his waist. The rest of the Sinister Six gathered around the frightened hero, forming a circle with him in the middle. He looked so small against the looming backdrop of super villains. His young face beamed with all the emotions his mask typically concealed—most prominently, fear.

“Spider-Man,” Octavius repeated, holding his hands out tentatively. “Calm down.”

“I’ll pass, thanks!” Peter quipped, betrayed by the tremble in his voice.

“Okay, it’s definitely him,” Electro groaned amusedly.

“I know you’re scared,” Doc Oc continued. “And you have every right to be. But if you don’t stop moving, you’re going to injure yourself further.”

“And if I don’t keep moving, _you’re_ going to injure me further!” He thrashed and twisted valiantly, but it was evident he wasn’t going anywhere anytime soon. His movements were slowing down, his attempts to escape growing more and more pathetic. Otto waited for him to burn himself out, crossing his arms against his chest. It didn’t take long.

“Are you quite done now?”

Peter hung his head, breathless and shivery, gripping the prongs around his torso less to try to escape and more to hold himself upright. Perhaps his impromptu acrobatics display hadn’t been his smartest idea. All that leaping and flipping and bouncing around had sapped the last whispers of energy from his bones.

“Ugh…room’s…s-spinning,” he murmured. Otto took that as a “yes.” He held Spider-Man closer and frowned at a red spot on his ribs. 

“And now look what you’ve done, you idiot. You’ve torn your stitches. I tried to warn you. Half an hour’s worth of sewing, down the drain because of your recklessness.”

“What are you…what…what’s…?” Spider-Man slurred. He was suddenly seeing double of everything. He dropped his gaze to his midriff and watched two blurry lines of blood slip down his side.

“I sutured you up, and you ruined it,” Octavius explained. Peter slowly lifted his head and wrinkled his brow.

“You…” he said, blinking repeatedly. “What?”

“Told you we gave him brain damage,” Rhino whispered. Peter looked at him over his shoulder, then swept his gaze around the circle, making eye contact with every member of the Sinister Six. They saw him. After all this time, his face was finally exposed to his enemies. No disguise, no secret identity, no mask. He felt so naked without it. Not having a shirt or pants on didn’t help either. Strangely, their expressions lacked their typical thirst for spider blood. It dawned on him that over a minute had passed, and none of them had tried to kill him. And so far, they still weren’t trying.

“I’m…confusion,” he stammered. “What—what’s _happening_ right now?”

It was somewhat amusing to see Spider-Man so delirious and out of his element. Doctor Octopus lowered him to the ground but didn’t let go of his torso. Peter was almost glad he didn’t; he doubted he could stand on his own right now.

“I tended to your wounds while you were unconscious,” Octavius said. “It’s not a perfect patch job, but I did the best I could.”

Peter shook his head slowly, his big, brown Bambi eyes wide and puzzled. “I don’t understand.”

“I also gave you some pain killers, which might be making your head a bit fuzzy.”

“But…why?” he scoffed. “ _You_ did this to me. You’re the ones who…beat me up. You _love_ beating me up. You—you _hate_ me. You want me dead. You’ve tried to make me dead a million times.” Peter jolted suddenly, a cramp shooting through his broken leg. If he was on painkillers, they were doing a pretty piss-poor job. Everything hurt and was too confusing to comprehend. He closed his eyes and dropped his face into his hands, moaning. “Oh god…I’ve gotta be trapped in some crazy fever dream right now. Or maybe…I’m dead. Am I dead? None of this makes any sense…”

“You’re not dead, Peter,” Otto said, stifling a chuckle.

A shudder rippled through the teenager. He lowered his hands, revealing the colorless face behind them.

“How…how do you know my…?”

_Shit,_ Doc Oc thought. It was a careless slip of the tongue. He had meant to keep his knowledge of Spider-Man’s alter ego a secret so as to not frighten him further, but it looked like the cat was out of the bag.

Peter’s gaze shifted anxiously between the six super villains again. Fresh fear clouded over his glassy eyes, and he went back to squirming against Octavius’ hold.

“ _Now_ what are you trying to do?” Otto asked, exasperated.

“G-get the hell out of here,” Peter answered. He yanked at the claw around his torso, grunting with effort. “I know what this is. This is—one of those— _hrgg_ — _P-Princess Bride_ situations, isn’t it?”

The team of villains exchanged bemused glances with each other. “What are you talking about?”

“You know— _mmneh_ —when the bad guys—c-catch Wesley, then heal him—just so the life-sucky torture machine thing is—m-more torturous? That’s what this is, right?” His face was flushing red, and more of his sutures were starting to leach blood.

Scorpion threw up his hands. “What’s the brat trying to say?”

“I think he’s saying we only doctored his wounds so that when we kill him, it’ll be all the more slow and painful,” Electro clarified with a shrug. “Which honestly sounds pretty in character for most of us.”

“See? This guy gets it.” Peter pushed at the prongs with all his might. Even as a half-dead, half-conscious mess, the kid couldn’t stop himself from being a smartass.

“I’m just impressed he made a reference to a movie that came out before he was a concept,” Rhino said. “You know, instead of, like, _Finding Nemo?”_

Otto could see the strain Spider-Man was putting himself through in his pitiful attempts to escape, so he decided to see what would happen if he succeeded. When Spider-Man shoved at his metal pincers again, he let them snap open. Surprise flashed across Peter’s face as he dropped to the ground and wobbled on his feet, followed by weary triumph.

“Ha! See? T-told you I would…I could…”

He faltered and swayed, staggering backwards. Sandman enlarged his hand and caught him before he could hit the floor. Peter sat limply in his palm, breathing heavy, frail and febrile and injured and exhausted. He looked down at the sand-hand that had stopped him from falling, then back up at the surrounding circle of villains, fear and confusion stinging in the corners of his eyes.

“W-why aren’t you...trying to kill me?”

The room dipped into nervous silence. Spider-Man’s gaze continued to jump between them, searching for answers.

“Why did you treat the wounds you gave me?” he continued weakly. With every word that passed his lips, the shake in his voice increased. “W-what do you want from me? Are you trying to…turn me to the dark side or something?”

Shocker stroked his chin. “Wouldn’t be a bad idea…”

“No,” Sandman answered pointedly, shooting Shocker a sideways glare.

“Then _what?”_ Peter snapped. “What’s going on? Why am I here? Why aren’t I dead yet?” Spider-Man dragged himself back to his feet, grimacing harshly. “T-tell me what you’re planning to do with me, or I’ll—I’ll…”

His scowl dropped suddenly, replaced by a look of panic. His eyes went wide and his jaw clenched.

“Or you’ll what?” Scorpion asked in a mocking tone.

When Peter didn’t answer him, Octavius took a step closer. “Spider-Man? What’s wrong?”

Gradually, the terror in his face gave way to dread. Peter sucked in a gasp and cupped his hand over his mouth.

“I think…I’m gonna puke.”

Otto blinked. “Oh,” he said. That was not the response he was expecting, but it didn’t look like the kid was joking. He lurched forward, stifling a gag, making everyone exclaim and leap back. His pale face hinted a sickly shade of green.

_“Oh,”_ Octavius repeated, animated by a new sense of urgency. He glanced around frantically until he spotted the fern in the corner of the room. He seized it with one of his tentacles, dumped the plant and the soil onto the floor, then slid the empty pot in front of Spider-Man. “Uh, here.”

Peter moaned in defeat before doubling over the pot and retching violently. The Sinister Six turned away in disgust, fighting to keep their own lunches down. There was hardly anything inside him to upchuck in the first place, but his body continued to dry heave for another half-minute. Once the bout passed, Peter was left wheezing and trembling with his head held low. His throat burned and tears were slipping from his eyes faster than he could wipe them away.

“Forgot about the stomach flu,” Electro said, sticking out his tongue. “Blech.”

Peter wanted to ask how the hell they knew he had a stomach bug, among many other things, but he was too fatigued to form words.

Octavius turned back to him squeamishly. The poor kid looked so small, hurt, and sick. It amazed him how quickly his hate for Spider-Man had transformed into a tentative fondness. He felt the need to comfort him somehow, the way adults were supposed to comfort young ones when they weren’t feeling well. But he had no idea how.

Instead, he grabbed a roll of paper towels and a cup of water from the kitchen and placed them both by his side. “Here,” he said awkwardly.

Peter eyed the items and whimpered softly. With miserable, lethargic movements, Peter washed out his mouth and wiped his face, every breath aching in his chest. Shame and fever radiated off him in waves. When he was finished, he just sat there, panting and shivery. Too weak to move.

“I think you ought to lay back down, Spidey,” Sandman said, plucking the hero off the floor between two massive fingers. He returned him to the couch with delicate care, guiding his head to the pillow and draping the blanket over his body.

“No…” Peter mumbled languidly, trying to sit up. When he closed his eyes, he couldn’t get them to open again. “Just…tell me…why…”

Something cold and wet pressed against his forehead, gently pushing him back down. Octavius had grabbed a hand towel from the kitchen and soaked it in ice water. The cool touch against his skin was soothing and unexpectedly soporific. Slowly, his muscles went lax. His tumultuous thoughts faded into sleepy nothingness.

“We will,” Otto lied. “But for now, rest.”

It was almost endearing how quickly Spider-Man drifted back to sleep. Octavius left the towel on his forehead and watched as his breathing eased to a steady rhythm.

“Damn,” Shocker sighed. “Poor kid.”

“We really beat him senseless,” Rhino said.

Electro stood over the slumbering hero with his hands on his hips, tilting his head to the side. “Is it just me, or is Spider-Man, like…kind of adorable?”

Scorpion snorted. _“Adorable?”_

“You know! In that, like, puppy-dog, dumb little kid kind of way. I mean, look at him! Does no one else think so?”

Sandman shrugged, fighting back a smile. “I mean, maybe. Sorta.” His expression gradually hardened, and he looked at Doc Oc. “So…is what you said before true? Is he really, like, an orphan?”

Otto lowered his gaze. “Not exactly. His parents died when he was a toddler, and he was adopted by his aunt and uncle, who became like parents to him. But then his uncle was killed last year, so now it’s just him and his aunt. He hasn’t had a particularly easy life.”

“And we certainly haven’t helped on that front,” Rhino added.

“It’s insane to me that at his age, _this_ is what he chose to do with his powers. If I’d gotten his abilities when I was fifteen and gone through all that loss, I’d have been robbing every store on 5th Avenue.”

Shocker smirked. “I hate to say it, but...he’s kind of a good kid. Even if he is an obnoxious little dumbass.”

Amidst the conversation, Octavius’ face remained stoic, unreadable. He waited a while before clearing his throat. “I…wanted to let you all know. I, um, spoke to Tombstone this morning.”

All eyes turned to him, alarmed.

“He saw footage of us capturing Spider-Man on the news,” he explained. “He’s offering us two million each in exchange for the kid.”

Rhino’s jaw dropped. “Two million _dollars?_ For each of us?”

“Holy shit,” Sandman breathed.

“What the hell?”

“Are you _kidding_ me?”

“And he just wants the kid?” Shocker exclaimed. "That’s it?”

Otto nodded slowly. “Alive, but yes. That’s all he wants.” He swallowed and looked at the floor. “He’s given us until the end of the week to accept his offer.”

Excitement and dismay swept across everyone’s expressions. Each person waited for someone to speak up, for someone else to say _no, we can’t._ But it was just too tempting a proposition to dismiss out of hand. They could finally be free to do what they wanted. Free to live as they pleased, villainous or otherwise. Free to punish this city the way it had punished them, if they so choose. Turning over the kid was all it would take. One quick transaction. Hand over their nemesis, their sworn enemy, and it was done. They’d be _rich._

“What the hell does he plan to do with him?” Sandman whispered uneasily.

“We don’t have to decide right now,” Doc Oc clarified. “I just wanted to make you aware of the opportunity. We can discuss it more later.”

An air of tentative relief settled over the room. Electro puffed out his cheeks and crossed his arms against his chest.

“In that case, what are we going to tell him when he wakes up again? That we want to sell him to some psychopath so we can all be millionaires? That we think he’s cute and want to keep him as a pet?”

Doctor Octopus shook his head. “We’ll cross that bridge when we come to it,” he said. He turned back to his team. “I’ll keep monitoring him and re-treat the wounds he opened. I think it’s best we always have a pair of eyes on him to prevent another incident involving the destruction of my art pieces.”

The rest of the Sinister Six agreed, scattering throughout the complex, the proposition weighing heavily on all of their minds. Otto put on some classical music and began mopping the fresh blood off Peter’s torso.


	4. Chapter 4

Spider-Man slept through the rest of the day and into the following morning, hardly twitching for the next twelve hours. His body must have seriously needed the shut-eye. The next time he regained consciousness, everything still hurt, but to a far less acute degree. He woke with a moan, stretching his achy limbs and squinting against the (once again) piercing sunlight.

“Mmgh…wha…?” he mumbled quietly, yawning.

“Well, rise and shine, sleeping beauty.”

Peter turned toward the voice with a grumpy frown. A man sat in a chair beside him, thumbing through a thick textbook on inorganic chemistry. He thought at first it was Mr. Stark; that was the face he normally woke to after taking a really bad beatdown. But once he observed the round features, tasteless grooming, and the four mechanical tentacles protruding from the man’s back, his body went rigid.

“Oh my god,” he whispered. He sat up sharply, the wet towel slipping off his forehead, then winced in pain, gripping his ribcage.

“I wouldn’t move around much if I were you,” Octavius said without looking up. He licked his finger and flipped to the next page.

Peter’s jaw hung open as he sat there, rubbing his side as the ache receded. He stared down and saw he had been dressed in heavily cinched basketball shorts and an oversized black T-shirt with an _Octavius Industries_ logo splashed across the front. It felt like he was somehow betraying Mr. Stark by wearing it, like he was a college student sporting gear from his university's biggest rival. But at least he wasn’t half-naked anymore.

He stared around the room, then back at Otto, anxiety settling in his stomach. “Oh my god,” he said again. “I thought…this was a dream.”

“You mean the nonsense you pulled yesterday when you smashed my artwork to bits, then puked, then passed out again?” Doc Oc inquired. “Oh, no. That was very real, arachnid.”

When Octavius finally looked up at the boy, he immediately noticed how bright his eyes were. They still looked afraid, of course—but now they were more aware, alive, present. The long night’s rest had done wonders for all of his physical ailments, and it certainly showed in his newfound alertness.

“Oh my god,” Spider-Man repeated, shaking his head in disbelief. It was like his new catchphrase. “This is…insane. Crazy.” He kicked the blanket to the floor. “I’m—I’m getting out of here.”

Spider-Man stood with gritted teeth, still placing most of his weight on his right leg, and limped across the room past Doc Oc. To his surprise, his arch rival didn’t make a move to stop him. Peter was a couple steps away from the window, preparing to throw a punch at the glass, when he felt his spidey sense hum at the base of his skull. A second later, an electric shock zapped his leg, making him jump back with a yelp.

“Ack! W-what the—?” He looked down at his foot and saw a thick ring of metal fastened around his right ankle. _No way._ Peter lifted his leg forward tentatively, and was rewarded with another painful zap.

“Agh! What the hell?” He turned back to Otto. “Did you put a freaking _shock collar_ on me?”

“Of course not,” Doc Oc said, sipping his coffee. “It’s a shock anklet.”

Peter tugged at the metal band, but there was no way he was getting it off—not now, at least, when his strength was still deficient.

“It contains you to the inside of this room,” Octavius continued. “Try to go anywhere above, below, or outside of that boundary, and…well, I think you get the gist.”

He marched back to Octavius’ side, hands balled into fists. “Why? What am I, your prisoner?”

Otto eyed the kid with a small smirk. Electro was right—Spider-Man was kind of adorable, especially when he was trying so hard to be serious. The fact that his T-shirt was basically a dress on the skimpy teen contributed significantly to the aesthetic. Knowing that the soft, Bambi-eyed face in front of him had been the face behind the mask all this time was both hysterical and tragic.

“Sure,” he replied with a shrug. “You’re a prisoner of the Sinister Six.”

Peter grimaced with a combination of fear and frustration. His emotions were very easy to read when one could see his expression. “And what are you going to do with me?” he asked bitterly. “Torture me? Sell my organs online? Slowly poison me to death by putting bleach in my soup? Or will you just keep ignoring my questions until I drive myself insane? Because honestly, it’s kind of working.”

Octavius bit back a chuckle and continued reading his book. By now, Peter was _beyond_ annoyed. With careful, strained movements, he sat down and sprawled across the floor, groaning.

“Doc, what are we _doing_ here?” he whined. “You did it, all right? You finally got what you’ve always wanted. You beat me. You whooped my ass and unmasked me. Congratulations. And then you were planning on killing me. I know you were—all of you. The villain logic seems pretty straightforward here. You kidnap me, torture me for information, then kill me.” The whole time he was talking, he was miming out each situation with his hands, his voice laced with defeat. He sat up with a grunt. “So why haven’t you? What are you waiting for? Is there something extra evil and sinister you’re preparing that just isn’t ready yet? Is that why you healed me?”

Otto shut his book with a sigh. “I enjoyed your company far greater when you were unconscious. I almost forgot what an inane chatterbox you can be.”

Peter looked at his enemy with growing dread. If he _really_ wanted to hurt Spider-Man, and now he knew who he was, he had a terrible suspicion where all of this was leading to. He lowered his gaze. “Look, I…I don’t know what you’re planning,” he said, his tone suddenly desperate. “But whatever you do, do it to me. I’m the one whose been fighting you guys and pissing you off all this time. No one else I know was involved. None of them even know I’m Spider-Man. If you kill me, all your problems die with me. Just please, please don’t—”

“I’m not going to hurt anyone you care about, Spider-Man,” Otto interrupted him. Then he realized how uncharacteristically kind that sounded, and tilted his chin toward the ceiling. “Your dumb little friends don’t concern me.”

He could see the skepticism and distrust warring behind the kid’s eyes. Peter fiddled with the clasp around his ankle. “But…I do?”

“Yes. You do.” _Just not in the way you think._ The scientist stood from his chair, making Peter wince in alarm and fly to his feet. But Otto didn’t approach him, sympathy nicking his heart. “And, to answer your relentless onslaught of earlier questions, you’re alive because you’re more valuable to us that way.”

“How so?” he asked, knowing he’d probably regret it.

Octavius pursed his lips. He had to come up with something convincing quick.

“Because…well…” His eyes wandered about before returning to the book in his hand. “We’re…going to study you.”

Peter wrinkled his nose. “Study me?”

“That’s right.”

_“Why?”_

Otto lifted himself off the floor on his metal limbs, tucking the book under his armpit. “I don’t think you’re giving yourself enough credit, Spider-Man. You’re an incredibly unique individual. You have abilities unlike any other creature I’ve encountered. After your fever broke last night, your wounds started healing at a miraculous rate. So much so, I had to take out all of your stitches. You also have strength and agility beyond human capabilities. Your genetic code is entangled with some unknown species of radioactive spider DNA, which I presume is the source of your powers. I am a scientist by nature, and I’d like to learn exactly what you are, what you’re capable of, and why.”

The kid looked at him like he had a second head. There had to be some kind of trick or catch here. He swallowed uncomfortably. “So you’re gonna, what, make me run mazes? Poke me with needles? Slice open my brain?”

“We’ll do whatever we want to you,” Doc Oc said with a cold smile. “You’re our prisoner, after all.”

Anger burned under Peter’s skin. _He’s screwing with me. He’s not telling me what’s actually going on_. In a moment of dumb frustration, he charged at Octavius, swinging his fist at his throat.

“Gaaah!”

Spider-Man dropped to the floor, the shock knocking the wind from his lungs. His head reeled and fizzled; the skin that touched the metal band on his ankle stung fiercely. He laid at Doctor Octopus’ feet, panting harshly, struggling to rise.

“Oh, did I forget to mention? All of us have remote access to your anklet. Try anything that rubs any of us the wrong way, and—zap.”

Peter climbed to his hands and knees, dizzy and enraged, but there was nothing he could do. He hung his head, fighting back tears that threatened to flood his eyes. He wouldn’t give Otto the satisfaction.

Octavius felt bad for having to hurt the kid more, but he didn’t see a way around it. It was either this or chaining him to the floor and pumping him full of sedatives like a rabid dog. He and the others would only use the remotes when absolutely necessary, but that all depended on the durability of Peter’s stubbornness. And experience suggested it was pretty resilient.

“Hey, look who’s up!” Sandman said, stepping through the double doors. He frowned at the prostrate teen. “Well, sorta.”

The rest of the Sinister Six followed behind him, packing the room with Spider-Man’s enemies. The fury in his eyes switched back to fear, and he scrambled to his feet.

“Good morning, gentlemen,” Octavius greeted them, nodding at Peter. “I was just explaining to the kid that he’s our prisoner, and that we’ll be studying him while he’s trapped here with us.”

“Oh,” Shocker said, sharing a puzzled look with the others. “Right.”

“Study him?” Scorpion scoffed. “Like, a science project?”

“Yes,” Octavius growled, shooting him a glare that said _shut the hell up._ “Precisely.”

“Right,” Electro said, frowning. “We’re, uh, gonna study the hell out of you.”

Peter grimaced. “Um, _ew?”_

“Ignore them,” Otto grumbled, turning back to Spider-Man. “They aren’t people of science like us. You attend a school for kids pursuing careers in science and technology, correct?”

The teen hunched his shoulders and stared sideways. He hated that they knew so much about his life. Probably way more than they were letting on.

“You know then that all great scientific exploits start with a question.” He stood above the hero, rising tall on his metal limbs. “Tell me: how did you gain your spidery abilities?”

Peter clenched his jaw, his expression icy. Six pairs of eyes burned into his skin like branding irons.

“I’m not telling you,” he said, voice stiff.

“Maybe he needs an incentive,” Scorpion suggested, stepping around Rhino with a pizza box in his arms. “Do you have an appetite at all? You haven’t eaten anything in nearly two days, kid. If you tell us, you can have some pizza.”

Something bothered him about the way they were addressing him. It wasn’t at all how they normally spoke. It was like they were talking down to him, but not in the abrasive, villainous way he was accustomed to. It was different, but he couldn’t decide exactly how. 

“I’m not hungry,” he snapped, only for his stomach to immediately release a long, loud growl. Blush bloomed in the apples of his cheeks.

“I think your belly says otherwise,” Sandman chuckled. “Just answer the question, kid.”

Peter was definitely hungry— _starving,_ he realized, as the smell of gooey cheese and greasy pepperoni slapped him in the face. He hoped that meant his stomach bug days were behind him. But he refused to admit it.

“I wouldn’t eat anything you gave me anyway,” Peter grumbled, crossing his arms against his chest. “It’s probably poisoned.”

“Nuh-uh,” Scorpion said. He pulled out a slice and took a large, messy bite. “See? No poison.”

Peter felt his mouth start to water and had to look away. Too bad he couldn’t make his nose stop working. “Still not buying it,” he muttered. “I’m in a room with six people who hate my guts more than anything. You’d find a way to trick me.”

“Come now, Spider-Man,” Doc Oc said, rolling his eyes. “You’re a smart boy. Think _logically._ If we wanted you dead, we would have killed you in your sleep. Not waited until you were awake and ruined a perfectly good pizza in the process.”

“Which I still don’t get!” Peter retorted. “Why don’t you want me dead? It’s all you’ve ever wanted up until now! What changed?”

Otto puffed up his chest. “I already explained that we want to research you and understand your strange gifts.”

“You could very easily do that while I’m dead. Why keep me alive? Why risk me escaping?”

“Damn, kid, do you _want_ to die?” Rhino snorted awkwardly.

Peter rubbed at his forearm and fidgeted in place. “N-no, it just—none of this adds up.” He frowned up at the hunkering behemoth of a man. “And stop…stop calling me that.”

O’Hirn raised an eyebrow. “Calling you what?”

He scratched the back of his neck. “ _Kid._ None of you have ever called me that before, and now you’re all doing it. It’s…weird.” It reminded him too much of Mr. Stark. He didn’t like hearing the affectionate nickname in the mouths of his enemies.

The Sinister Six hadn’t noticed they had been saying it until he pointed it out. Sandman shrugged.

“Maybe because we didn’t realize we were fighting a fifteen-year-old brat until now.”

An angry line formed between Spider-Man’s brows. Otto assumed the scowl was meant to be intimidating, but all it did was exacerbate his pouty child appearance. As the pieces gradually clicked together in his head, Peter’s eyes went wide. “Wait…is _that_ what this is about?” He stared around the circle of villainous faces, scoffing. “Are you guys treating me differently because of my _age?”_

An awkward silence veiled the room. Before anyone else could open their mouth, Doc Oc slammed one of his arms against the ground. “No more stalling, arachnid,” he growled, trying to revive his scary bad guy facade. “You’ve dodged my question long enough. Tell me how you got your powers, or I’ll make it so you can never speak again!”

Seeing how quickly the kid’s face switched from puzzled to alarmed, Otto hoped the aggressive display had steered him away from his obnoxiously accurate speculation. He took a step back, swallowing the lump in his throat.

“No,” Peter said, daring him to act on his threat. Octavius huffed in frustration.

“Allow me to rephrase the question more _specifically,”_ he hissed. He approached the teenager as he spoke, his claws clanking against the tile. “Let’s start with, say…your bizarre sticking ability. I always thought it was something built into your suit, but yesterday you displayed you can cling to walls without it. How is that so?”

“Puberty?” he said, frightened yet mischievous as ever. “I know you’re hiding something from me. I’m not talking until you tell me what’s really going on here.”

Doc Oc sighed irritably. With a thought, Spider-Man’s anklet electrocuted him, which gave Otto the opportunity to snatch the kid up in a metal claw.

“H-hey!” Spider-Man cried, fighting against his hold. Octavius flung him on to the couch and held him down. “Get off me!”

“There’s the easy way to do this, and then there’s the hard way. The easy way is when you cooperate with us and answer our questions. The hard way is when we have to find the answer ourselves.”

“What about option three?” Peter countered, kicking and thrashing. “The one where all of you kiss my ass and suck my di— _mmmph!”_

Shocker whacked a pillow over his face and tsked. “Spidey! That is _not_ PG language, kiddo! We ought to wash your nasty mouth out with soap!”

As Peter fought to pull the pillow off his face, Doc Oc seized his legs with two more of his mechanical arms. “His feet are somehow able to stick to walls,” he explained. “Someone check to see if he has some kind of synthetic adhesive attached to them.”

Sandman watched Peter’s flailing begin to slow and yanked the pillow away from Shocker. “Don’t suffocate the kid!” he exclaimed. Spider-Man sucked in a gasp, gulping down air now that he could breathe.

Electro squinted at the bottom of the kid’s right foot. “I don’t really see anything,” he admitted.

“It’s probably not meant to be easily detected,” Otto said. “Look closer.”

“Th-this…is…stupid!” Peter panted, wrestling against Octavius’ strong grip. “Let me up! You’re not going to find— _ah!”_

Electro started poking and scratching at his foot in search of the cause of his stickiness. Somehow, his electrified fingers didn’t hurt, but his touch was bristly and tingly against his skin, like teeth on a comb that were also vibrating. Much to Peter’s surprise, the sensation tickled like crazy. Soon enough, unexpected bubbles of laughter were surging up his throat. Blush consumed Peter’s face as he fought to stay silent, to bite back the smile tugging at the corners of his mouth, but Electro was _not_ making it easy.

“Hey! S-stop!”

“What am I supposed to be looking for here?” Electro asked, ignoring Peter’s protests as he pinched and pulled on each of his toes. Spider-Man wrenched and kicked, but Otto’s firm grasp held his leg still, which made the feathery feeling of Electro’s fingertips on his foot all the more maddening. He stopped trying to free himself and slapped his hands over his lips to keep the giggles from breaking loose.

“I don’t know. Adhesive film? Invisible sticky socks?”

The longer Electro’s fingers scoured his bare sole, the more unbearable his tickly touch became. He had to make him stop before he completely lost it.

“There’s nuhuthing!” Peter stammered between his fingers, voice brittle. “It’s just me!”

“Why do you sound so weird?” Otto asked. “And what do you mean, ‘it’s just me’?”

Rhino tilted his head to the side. “His face is really red all of a sudden. I think you guys might be hurting him.”

Spider-Man cursed internally as all their attention turned on his flushed face. If they figured out what was really going on, they might wind up unintentionally killing him after all—of _embarrassment_. He hid behind his hands.

“Just lehet me go!”

“I don’t think I’m hurting him,” Octavius said.

Sandman knelt by the kid’s side. Stifled whimpers were escaping his lips, which made him think for a moment they really were hurting him. Until he spotted the expression on Peter’s face through the gaps in his fingers.

“Wait…are you _smiling?”_ he asked. He eyed the others perplexedly. “Why is he smiling?”

Electro looked at the kid’s disheveled face, then back at his twitchy foot. Curiously, he dragged a finger down the length of his arch. To his delight, Spider-Man flinched and yelped. He smothered himself an instant later, cupping his palms over his mouth, but it was too late.

“Aww! I get it now!” Electro smirked with glee and scuttled his fingers against the middle of the kid’s foot. “I think the itsy-bitsy spider is ticklish!”

The instant he started tickling him on purpose, Peter knew he was done for. High-pitched giggles began slipping through his fingers before pouring from his lips in an unstoppable flood.

“Ehaha!” he squealed. He squirmed to try to free his foot, but Otto’s hold was too strong. He threw his head back with his hands covering his face, giggling hysterically. “Mahaxwell! Stahahap it!”

Immediately, every person in the room went from mildly puzzled to wholly endeared. Every person except Spider-Man, that is, who was absolutely mortified by what was happening but too busy laughing to do anything about it.

“Oh, wow,” Scorpion exclaimed. “I think you might be right.”

“Aw,” Shocker cooed, leaning over the back of the couch with a wide smile. “That’s so _cute.”_

Rhino snickered. “Look how squirmy he is! Spider-Man isn’t just ticklish—he’s _super_ ticklish.”

“Shuhut up!” was all Peter could squeak out before Electro’s fingers started worming between his toes. He scrunched up his feet and arched his spine, pealing into wild bouts of giggles, but his pathetic resistance and amplified reaction only goaded Electro to exploit his weak points further. The Sinister Six exchanged grins, each with the same thought in their heads: _Holy shit—Spider-Man has the most adorable laugh in the world._

“His toes are extra ticklish!” Electro announced cheerfully.

“He is quite red,” Otto noted, amused.

“Why are you hiding your face, Spider-Man?” Sandman asked, chuckling along with the giggly teen. He tugged at his arm. “Come on now—just let it out! You don’t have to fight it. Let us see that big smile of yours.”

The last shred of dignity Peter had left hinged on the fact that his face was still hidden. He was fully determined to keep it that way. Of all the terrible things Spider-Man had feared the Sinister Six would use against him, of all their cruel tricks and dastardly instruments of destruction, _tickling_ had never crossed his mind as a potential concern. Which made the fact that it was actually succeeding in toppling his resolve _so_ much worse. 

But he would not yield on this front; they had beaten him half to death, kidnapped him, unveiled his identity, taken him prisoner, and now _this!_ No way; he refused to show any more weakness. 

That plan was immediately thrown out the window when Sandman started tickling his belly.

“Ahaheehee!” he howled, his hands shooting down to grapple with the ones squeezing above his hips. “Shihit! Nohohaha!”

“There it is!” Sandman cheered. He spidered his nails across his torso, pinching and tweaking the skin along his sides. “And look—Spidey’s got a ticklish tummy, too!”

The poor kid was blushing from the tips of his ears to the nape of his neck. His eyes were squeezed shut and the bridge of his nose was scrunched and wrinkled. His smile stretched from ear to ear, wide as the sun and just as bright, the same smile he bore in so many of the photos Octavius had seen. But witnessing it in real life was something else entirely. It could brighten the darkest of days, warm the coldest soul, melt the hardest of hearts.

The kid’s happy, childish laughter was the cherry on top of the already-too-annoyingly-cute-to-exist sundae that was Peter Parker.

“Cuhut it ahahahout!” he cackled. While the prongs around his ankles kept his feet from escaping Electro’s wiggly fingertips, the claw holding his torso against the couch gave Flint Marko free reign over his tummy. His hands couldn’t move fast enough to catch Sandman’s as they morphed and stretched to tickle the entirety of his sensitive belly. Even when Spider-Man tried hugging himself around the middle to guard his sides and stomach, his sand fingers easily weaseled through his defenses, or simply attacked another spot on his torso that wasn’t being protected enough. It was absolute torture, and he was helpless to stop it. All he could do was writhe in place while giggling shrilly.

“Aw, his stomach is still growling!” Sandman laughed, which gave him a wonderful idea. He lifted up the kid’s oversized T-shirt, revealing his bare belly, and smirked playfully. “You know what I think this hungry tummy needs? Some raspberries! You want some raspberries, Spider-Man?”

“Whahahat?” Peter squeaked out between belly-laughs, his overstimulated brain barely processing his words. Then Flint pressed his mouth to his stomach and blew directly into his skin. The sensation tickled beyond comprehension and made him jolt and shriek.

“AAAHAHAGH!”

Sandman grinned at his reaction and did it again, blowing raspberry after raspberry into his tummy. Peter tried to push his head away, but Sandman caught his wrists before he could, holding them back while he continued attacking his exposed stomach. All attempts to stop the unbearable raspberry barrage proved futile. Giving up, Peter dissolved into a puddle of childish laughter, kicking and bucking and hiccuping uncontrollably.

“Stohop! Stohahap! Stopstopstohapstahap _stahahahaaa!”_

Sandman couldn’t help but chuckle at the kid’s frenzied wriggling, which interrupted his fiendish tickle attack. He sat up with a grin. “I used to give those to my niece all the time. They never failed to drive her crazy, but not nearly as crazy as they’re driving you!” He went back to kneading Peter’s belly with his hands, which still made him laugh, but not quite as hysterically.

Meanwhile, Spider-Man was in giggly stitches. The combination of Electro’s tingly fingers on his feet and Sandman’s scratchy nails on his tummy was enough to make him explode. The fact that his body was still recovering from an ass-load of traumatic injuries wasn’t helping the situation either. He held out for as long as he could (which was barely thirty seconds) before resorting to begging for mercy.

“Cahahan’t—breeheeheathe!” Peter wheezed, batting weakly at Sandman’s sand-hands and curling his sensitive feet. “L-lahaughing—hurhurts— _rihihibs_ —eheeheehahaha! Pleeheehease!”

Otto smiled fondly at the hero’s desperate pleas. “All right, lay off,” he said, releasing Spider-Man’s torso and ankles from his grasp. “His wounds are still healing, after all.” He could tell the poor kid was reaching his limits; he doubted he could take much more.

Once Electro and Sandman begrudgingly stopped tickling him, Peter shrunk into a ball, hugging himself around the middle and tucking his knees to his chest, giggling breathlessly.

“Gah…heh…eheh…ow…”

Shocker placed his hands on his hips. “Well _that_ was the cutest thing I’ve ever seen.”

“Is that really all it takes to beat you?” Scorpion laughed. “Who would’ve thought our biggest adversary’s greatest weakness is _tickling?”_

Rhino smirked at the dazed hero. “Could’ve saved all of us a whole lot of trouble if we’d figured that out sooner.”

“You’re looking a tad red there, kiddo,” Electro snickered, ruffling his hair. “You’re not _embarrassed_ that we discovered your little secret, are you?”

Peter was used to being teased by his teammates, but teased by his _nemeses?_ There was something so utterly disparaging about it, he thought he might die. Normally he was the one making jokes and getting under people’s skin; he did _not_ enjoy having the tables turned on him. 

No wonder he had so many enemies.

“Are you okay, Spider-Man?” Sandman asked, his voice hinted with earnestness. “That _was_ pretty mean of us. You’re probably still really sore.”

“Where’d Mr. Chatterbox go?” Otto wondered, nudging his shoulder. When he didn’t respond, he gave his side a small squeeze, making the kid leap. “You better say something, or I’ll sic them on you again—and this time, I won’t make them stop.”

“Dohon’t!” Peter finally squeaked, rolling on to his back. His arms stayed firmly glued to his midsection as his thin frame heaved with heavy breaths. “Plehease…ugh…my _sihides_ …” He shoved his face into the couch cushions to hide his pink cheeks and dizzy smile. “You…ahassholes…”

“There he is,” Sandman chuckled.

“Come on, get up,” Otto ordered, lifting the moaning teen off the sofa. “You’re perfectly fine.”

He placed Spider-Man on his feet. Peter staggered a little on his bad leg but remained upright, guarding his torso and blushing bright as a tomato. He burned beneath all of their smug grins.

“Thahat was… _so_ uncool,” Peter stammered, residual giggles still clinging to his voice. “Can we please go back to our regularly scheduled villain-superhero dynamic? With the punching and stabbing and mortally wounding each other and whatnot? I’d much rather you guys beat me unconscious again than do… _that.”_

The group chuckled at the flustered teen. “I don’t know,” Shocker said with a shrug. “I think I like this exchange a lot better.”

Although his dignity had been thoroughly shaken, Spider-Man remained determined to get to the bottom of what the hell was really going on with his bad guys. His tummy still tingled with giggly butterflies, but he tried his best to feign seriousness. Gingerly, he let his arms fall to his sides, huffing out a breath.

“Are you seriously treating me this way because I’m fifteen?”

Once again, the room went quiet. Quiet that lasted way too long. Peter grimaced.

“Oh my god. It is, isn’t it?” He balled his hands against his face and groaned at the ceiling. “You’re kidding me, right?”

“You answer my question, then we’ll answer yours,” Octavius said. Spider-Man frowned at him, weighing the trade with careful consideration. He didn’t really see the harm in it, but he also knew what a conniving trickster Otto could be. He crossed his arms against his chest and sighed.

“I don’t know.”

Doc Oc narrowed his eyes. “You don’t know?”

“I mean, I don’t know the cause of my stickiness,” he elaborated. He looked at the pillar on his left for a moment before tentatively hopping on to it, clinging by the skin of his hands and feet. “Like I said—it’s just me.”

“Being sticky is one of your powers?” Electro said, wincing. “Yuck.”

“You mean you don’t know how you got your abilities?” Sandman asked.

Peter shook his head. “I know the power came from the spider bite, but I don’t really understand how it works.”

Otto perked up. “A spider bite? That’s how the arachnid DNA became transfused with your genome?”

Spider-Man cursed himself for the slip-up, but figured, _screw it._ What did he have to lose, anyway? A part of him still believed all of this was some convoluted scheme that ended with his funeral.

“Yeah,” he eventually said. “Bit me real hard on the hand. And when I woke up the next day, I had powers. Spider-themed powers. Hence the name and the aesthetic.”

“I see,” Doc Oc said, making a mental note to write these findings down somewhere. Perhaps his hasty cover story could actually prove interesting after all. “You know your hands and feet are sticky, but you’re not sure how they’re sticky? Physically and biologically speaking?”

Peter nodded, dropping back to the floor. “I guess I never really looked into it much.”

“We’ll have to investigate it,” he decided, but Spider-Man didn’t look convinced.

“No way,” he chuckled nervously. “I’m never letting any of you near my feet ever again.”

The Sinister Six laughed a second time, which was a weirdly comforting sound to Peter. Otto’s tentacles slithered around him like they were separate, sentient beings.

“We’ll look at your hands this time,” he suggested. That sounded a lot more tolerable. Spider-Man smiled hesitantly, only for expression to fall when his eyes returned to the metal bracelet coiled around his ankle. He worried his knuckles together in front of his chest.

“I answered your questions honestly,” he said. “Now can you answer mine?”

Doctor Octopus stared at him with a level gaze. Peter couldn’t quite read his countenance, so he decided to continue.

“Have you not killed me yet because you found out how old I am?”

Octavius shared a few uneasy looks with the others, his tentacles twisting restlessly.

“It’s because of…a multitude of things.”

Peter squeezed his eyes shut. “Oh my _god.”_

“But yes, your age was a factor in the decision.”

“You guys have almost killed me hundreds of times, as a group and individually! Why does this suddenly change everything?”

“Were you hoping we were going to kill you?” Rhino asked, puzzled.

Spider-Man threw his hands in the air. “No! It’s just stupid! Your logic makes no damn sense!”

“How so?” Otto inquired.

“You’re telling me if you’d pulled off my mask and found a grown-ass man underneath, you would’ve had no problem killing me on the spot? No remorse whatsoever? What kind of skewed morality is that?” He leaned against the pillar and cocked his head to the side. “What’s your cut off point? Eighteen years old? Thirty? What age would I have to be for you to feel totally comfortable slicing my throat? I want numbers.”

Octavius pursed his lips. “Your youth was one of many components that persuaded us to keep you alive until this point. But you’re doing a marvelous job convincing us otherwise.”

Peter started pacing, frustration dripping off him like sweat. “It’s just so annoying!” he snapped. “Ever since I became Spider-Man, people have pitied me. The Avengers, Happy, Fury, S.H.I.E.L.D. All of them look at me and just see some kid in way over his head. I thought if I proved myself to them, if I showed them what I was really capable of, I could get them to look past that. They’d look at me and see _Spider-Man_ , a hero with powers that enable him to help others. Not Peter Parker, some fifteen-year-old idiot with a death wish.”

The kid was so wrapped up in his own soapbox, his pacing led him right up the wall. He marched across the sideways surface without breaking stride, pulling at his hair.

“Um, Spidey?” Sandman called after him.

“But you know the one thing that always made me feel validated? The one group of people who always treated me like an honest-to-God superhero? You guys! Bad guys! My enemies! You never took pity on me! You never exercised restraint because I was a kid, because you didn’t know! In every fight, every battle, you always gave me your all. You respected me enough to beat the shit out of me, which is more than I can say for all my friends and teammates combined.”

“I think he’s lost it,” Shocker whispered.

“But now I don’t even have that much!” he shouted from the ceiling. “The real me is so pathetic, even my _nemeses_ take pity on me once they discover who I really am! Ugh!” He sulked as much as one could while upside-down, sitting against the ceiling with his arms wrapped around his legs and his chin resting on his knees. “If I was Tony Stark, you guys wouldn’t have taken pity on me. Because people take Tony Stark seriously. Unlike me.”

The Sinister Six looked to each other for answers, but none of them were sure how to respond. If the kid was trying to present himself in a mature, respectable manner, pouting on the ceiling probably wasn’t the smartest move on his end.

After digesting Spider-Man's long rant, Sandman waved hesitantly from the floor. “Ah, come on, Spidey. We respect you. Remember last year, when you stopped me from robbing that bank by drenching me in concrete? That was a grade-A move right there. Took me two months to break out of that and escape from the Raft. Talk about impressive!”

When no one else spoke up, Sandman elbowed Rhino, who grunted in surprise.

“Uh, right,” he stammered. “And remember that time you were fighting me in Times Square, and you purposely choreographed your moves to lead me through all the construction areas so I stepped in wet cement until my feet got too heavy for me to chase you or run from the cops? Very clever.”

“Now that I think about it, you incorporate cement into a lot of your battle strategies,” Scorpion noted.

“Having my enemies try to convince me I’m not pathetic just confirms the fact,” Peter murmured.

Octavius sighed. “Come on, Spider-Man,” he said, stretching a mechanical arm toward the ceiling. “You’re being ridiculous.”

“Oh, I haven’t heard _that_ one before,” he grumbled.

“Get down from there before I make you come down.”

“Why are you keeping me here if you aren’t going to kill me?”

Otto glared up at him, curling his hands into fists. _The answer might make you rethink your presumptions about how much we pity you,_ he thought. “After we finish studying you, you’ll be free to go,” he said simply.

Peter rolled his eyes. “Yeah, _right_. And how long is that going to take?”

“Just until the end of the week.”

“You’re lying,” he muttered. Seconds later, a shock suddenly ripped through his veins, pulling a yelp from his lips and causing him to lose his grip. Spider-Man dropped from the ceiling and crashed against the floor, gasping in painful surprise. Otto seized him by the throat and lifted him into the air. Peter floundered and kicked, pulling at the prongs cutting off his oxygen supply.

“Doc! What are you doing?” Sandman cried.

“If he wants us to treat him like the big, strong, grownup superhero, so be it,” Octavius said, voice dark. “Perhaps we have been lying to you, Spider-Man. Maybe we are poisoning all of your food, or plotting just the right moment to kill you, or biding time to construct the most inhumane death contraption on earth to slowly tear your body to shreds, piece by bloody piece. That’s what you want, isn’t it?”

The kid’s face was turning blue. He still lacked the strength to pry Otto’s claws away like he normally could. He wheezed and sputtered, darkness rallying in the edges of his vision.

“Otto…” Electro said pleadingly.

He could see the consciousness fading from Peter’s eyes. With a scoff, Octavius threw Spider-Man to the floor. The kid fell hard, coughing and rasping into the rug, clutching his bruised throat.

“Come on,” Doc Oc spat at the others, stomping toward the double doors on his metal arms. “Leave the prisoner to wallow in his own pathetic misery. We’ll start testing first thing in the morning.” He leered down at the wheezing teen. “Though I suggest sleeping with one eye open, arachnid. Maybe I’ll stop by in the night and strangle you in your sleep.”

With that, Otto marched into the kitchen. Startled and tense, the rest of the Sinister Six reluctantly followed after him, shooting anxious glances back at the young hero trembling on the floor. The doors slammed behind them, latching shut, and Peter was suddenly alone in the small, silent room. He sat up, grimacing, rubbing at his neck.

_This is what I wanted, right?_

Gradually, shame and regret pooled in Peter’s gut. He gritted his teeth and closed his eyes, dropping his face into his arms.

_Wow. Nice move, Pete. You win the bad guys over to your side, stop them from killing you with your irresistible charm, only to get mad at them because they don’t want to kill you. And now they might actually kill you because you’ve pissed them off so much. Absolutely superb work. Really. Your idiocy never ceases to astound._

His eyes wandered to the window, where the sun was setting and painting the skyline purple. He hunched his shoulders and hung his head.

_Maybe if you’d played into their pity, they actually would have let you go. May’s probably worrying herself into a frenzy right now._

He’d almost forgotten that at this moment, it wasn’t just _his_ life that depended on the generosity of his villains. His actions had consequences that wouldn’t just affect him. If he’d really gotten on their bad side, they could go after his aunt. Or Ned. Or MJ. And in his current state, he’d be helpless to stop them.

_And now you’ve put them at risk. All because you couldn’t get over your own stupid pride. A real hero uses every opportunity they get to their advantage, including their ability to garner sympathy from bad guys._

_But you ruined it. Maybe Mr. Stark was right. “You’ve got the self-preservation skills of those lemmings that throw themselves off cliffs.”_ At the time, Peter had tried to explain to him that that wasn’t an actual thing, but Tony cut him off, insisting he was _entirely_ missing the point.

And look where he found himself today. Held captive by his enemies, waiting for the painful uncertainties the morning would bring.

He didn’t care about being respected or taken seriously anymore. Now, Spider-Man just wanted to go home. 

* * *

Octavius got up around 3am to get a cup of chamomile tea. A scientist’s restless mind was both a blessing and a curse. He was in the kitchen, heating a mug of water in the microwave, when the sound of muted screaming reached his ears. 

_What the…?_ No one had checked on the kid since they’d abandoned him in his makeshift prison cell with no food or entertainment for almost eight hours now. Otto burst through the double doors, metal arms poised to strike.

“Spider-Man?” he shouted. The window across from the couch had been smashed to bits, and the kid was nowhere in sight. _How the hell did he break that without anyone hearing?_ he wondered. The quiet screams started up again, making his heart jump a little. It sounded like they were coming from outside.

Doc Oc rushed to the shattered window and looked over the edge. In the dim light of the alleyway three stories below, a figure was trying to crawl toward the street while convulsing against the asphalt. Their whole body twitched and trembled as they dragged themself across the ground. They had a rag stuffed into their mouth to muffle their screams. Octavius leapt out of the window and landed in the alleyway on his mechanical limbs, the concrete cracking underneath him.

“Peter? What the hell are you doing?”

The kid was down on all fours, his body wracked with a constant current of electric shocks. He was outside of his anklet’s designated boundary, which meant it was electrocuting him over and over again. His muscles were spasming, his teeth were biting down on the wadded-up rag, and he was screaming in muffled agony. And yet, he was still trying to crawl away, still trying to escape. It was as impressive as it was pathetically idiotic.

“Moron,” Octavius scoffed. He plucked the kid up by the scruff of his T-shirt and carried him back through the window, tossing him on to the cold tile. He slid across the floor with a shivery gasp, his limbs still jerking as the shocks subsided. Doctor Octopus stood over him, casting a shadow across his scrawny physique. Spider-Man coughed harshly, pulling the rag out of his mouth, gagging on every strangled breath.

“ _That_ was your escape plan?” Otto laughed mockingly. “To crawl around New York until you electrocuted yourself to death? That’s the best idea you could come up with? What kind of imbecile are you?”

Shaking like a leaf, Peter looked up at Octavius with wide, frightened eyes. His cheeks were stained with fresh tear tracks, and his breathing was sharp and shallow. When Doc Oc saw the kid’s face, every last taunt and jeer suddenly died on his lips. Something thorny wrapped itself around his heart. He’d forgotten how small and young Spider-Man looked when he was in pain. With trembling hands, the kid wiped his eyes.

“I th-thought…thought I could g-get out of range,” he stammered. His body continued to shudder, as if his bones were full of sparks.

As Otto loomed over the shivering teenager, that incessantly insufferable emotion started rising in his chest once again. _Sympathy._ Spider-Man didn’t deserve it—hell, he didn’t even _want_ it—but he couldn’t seem to stop himself from feeling it. He exhaled forcefully.

“There’s no ‘range’ that you could get out of,” he explained. “You could get out of range of our remotes, but the anklet would continue to electrocute you. It would shock you until it ran out of battery life, which at that rate would probably take about…two weeks? Maybe three?”

Peter mopped the tears off his face with his shirt, clenching his fists to try to keep them from shaking. “Oh,” he chuckled miserably. His whole body felt like a burnt potato chip. “Well, it was…w-worth a shot.”

Octavius stepped toward him. Peter flinched back reflexively, his throat still sore from Doc Oc’s merciless grip. Otto hated seeing the terror return to the kid's innocent eyes—terror induced by his presence. It was clear whatever feeble semblance of trust they’d begun to build with each other had been knocked back to square one. Otto lowered himself to the floor, standing on his own two legs for a change while his tentacles lingered around his head.

“Look,” he grated out. “I know you probably don’t want to hear this, but…I’m sorry. About before. For choking you.”

Each word tasted like poison on his tongue, but were nevertheless sincere. The fear in Peter’s expression edged toward confusion. He coughed again, kneading at the stiff muscles in his shoulder.

“Even though you were being a dumbass and kind of asking for it, I feel bad about doing it. So there.”

It was odd hearing an apology intended for him leave the mouth of a man who had tried to kill him more times than any other person on earth. In fact, it was almost humorous. After a moment, Spider-Man felt himself smile, despite his attempts not to. His hands still quaked as he dropped them into his lap. He stared at his feet, biting the inside of his cheek.

_Time to try to win back some pity._

“I _was_ being a dumbass and kind of asking for it,” Peter admitted, stifling a chuckle. “I mean, you did trap me here, and you did stick this awful zap bracelet on me.” He met his gaze and blinked. “But…you also healed me. And you haven’t killed me yet, even though you’ve had, like, a million chances to.” His eyebrows knitted together as a twinge of pain shot through his leg, but it passed quickly. He gave a small shrug. “I guess it was easier to be mad and paranoid instead of just…you know, saying thanks.”

The side of Otto’s mouth twitched amusedly. He traced his gaze across the kid’s lanky frame. “How long were you out there, being electrocuted?”

Peter scratched the side of his head. “Um…an hour…ish?”

Octavius gawked at him. “Good god, kid. Are you all right?”

Although he still wasn’t sure whether his concern was genuine, Peter decided to bite. “I think so. Just really achy. And jittery. And I have a killer migraine. Oh.” He stuck out his leg that had the metal band attached. “And the anklet kind of fried my skin.”

“Can I take a look?” Doc Oc asked. Spider-Man glanced between his ankle and the evil scientist before swallowing uneasily.

“Uh...okay.”

Otto approached and sat in front of him, his metal arms gliding fluidly. He pulled Spider-Man’s foot into his lap and loosened the anklet with his remote so it wouldn’t be in direct contact with his skin. Peter recoiled as Octavius peeled the metal away from his raw flesh, hissing through his teeth.

“Ouch,” he groused.

“Yep, that does look pretty fried,” Do Oc observed, pushing the bracelet higher up his shin to give himself more room to work. A bright pink band was burnt into the kid’s skin, forming a perfect ring around his calf. “I’ll clean it, put some ointment on it, then wrap it in bandages. With your extra-fast healing abilities, I’m sure it won’t take long to mend.”

“If I make the effort to properly treat my injuries, they usually only take about a day to heal,” Peter ventured to say. “Big stuff like broken bones and concussions take a bit longer, but something this small will probably be gone by morning.”

“Really?” Doc Oc said. “That’s awfully convenient. Explains how you’ve always bounced back from all our battles so obnoxiously fast.”

“Yeah,” Spider-Man chuckled. He watched the scientist’s metal arms work, intrigued by their swift, organic movements. The first elevated his leg while the second held Otto’s tea to his lips while the third opened the door to the kitchen so the fourth could retrieve a medical kit out of the island’s cabinets. As one tentacle opened the bag, the other sifted through its contents, pulling items out and arranging them in a neat line at Doc Oc’s feet. The arm holding the mug shifted to dabbing his wound with antiseptic wipes, making Peter wince in pain.

“Ah,” he exclaimed. “Stings.”

“Hold still,” Octavius demanded, suppressing a smile. “You’re a lot easier to operate on when you’re unconscious.”

Peter eyed the scientist as he tended to his burn. It was an odd thing to imagine: Doctor Octopus and his four artificial appendages, a deviously powerful pair that had wounded his body on countless different occasions, switching instead to working hours on end to repair his defenseless physical form. Yet here he sat, fixing him again.

“So far it seems everything about me is easier to deal with when I’m unconscious,” he giggled lightly. Otto snorted.

“Correct.”

His metal arms wet a cloth with burn cream and offered it to his human hands, which accepted it and spread the medicine around Peter’s ankle. They were perfect extensions of his being, totally in sync with his mind’s commands and desires. Although they did seem to possess their own individual consciences, like strange mechanical serpents eagerly serving their overload.

“You know, if they hadn’t tried to kill me a thousand times, your arms would be pretty cool,” Spider-Man said. “Do they all get their power from the thermonuclear generator in your harness-thingy, or do they each have their own source of electricity?”

Octavius glanced up from his work and blinked. The kid was watching his arms move with a glint of wonder in his eyes. He was impressed he could discern so much about his machine just from looking. Otto cleared his throat.

“Uh, well,” he said, “each tentacle segment contains four high-efficiency electric motors equipped with a clutched, helical-gear train, independently mounted on frictionless gimbals and housed in four overlapping layers of steel.”

His appendages wriggled and curled as he spoke, as if they knew they were the topic of conversation.

“But the tentacles themselves are a titanium-steel alloy super-conducted with niobium, right?” Peter continued. He poked at the metal arm that was closest to him. “That’s the only way they could be as light as they are without sacrificing their high-tensile strength and thin-wall rigidity.”

Otto blinked again, his mouth hanging open slightly. “Um…yes. That’s right.” _Holy shit_. He knew the kid was smart, being a student at Midtown School of Science and Technology and all. But he had no idea he was _this_ smart.

“And you control them psionically?” he asked, beaming. “The telescoping, the prehensile movements, all of it? What does it feel like?”

Doc Oc stared at the center of one of his tentacles, flexing the pincers thoughtfully. “I suppose it’s not much different from moving my own limbs of flesh and bone, though there is something artificial about it that I can’t quite put into words. Their strength and versatility in contrast to the rest of me is something I can sense. It’s…unsettling, but also comforting, at the same time.”

He turned back to Spider-Man, whose eyes were practically sparkling. “That’s _awesome,”_ he said. His voice dripped with every ounce of sincerity in the world; it was simultaneously sickening and heartwarming.

“Thanks,” he chuckled, almost bashful. It was kind of nice, having someone else around who appreciated his work and spoke his language. None of his teammates in the Sinister Six could boast as such. He finished wrapping Peter’s ankle in gauze, shrunk the bracelet back to his skin, then tapped his opposite knee. “How’s your leg doing?”

Peter flexed his toes and grimaced. “Still kinda hurts,” he conceded, yawning. “But it’s more of a dull ache now. Not a shooting or stabbing pain like before.”

Otto nodded. “Glad to hear it,” he said. He scrawled the pincers of one of his arms across the bottom of Spider-Man’s foot, causing him to squeak and jerk away in surprise.

“Hehey!” he yelped, tucking his leg to his chest with a bewildered look on his face.

“Good reflexes as well,” he added with a grin. Peter bristled with embarrassment.

“Ugh. If I could make you guys magically forget one of the many things you’ve discovered about me, it would most definitely be _that,”_ he grumbled.

“And if I was only allowed to remember one of the things I’ve discovered about you,” he countered, “it would most definitely be this.”

His four tentacles suddenly darted at the kid, causing him to flinch in on himself, but they stopped an inch away from his skin. The prongs pinched at the air without touching him, threateningly close but not making contact. Regardless, the anticipation still tickled him silly. Peter giggled, curling in on himself like a roly-poly.

“Seriously? I’m not even touching you!”

“You’re abouhout to though!” he laughed shyly, shoving one of his tentacles away. “Quihit it!”

“You’re ridiculous,” Otto concluded. With one swift movement, he scooped the giggly kid in his pincers and dumped him on the couch. “Go to bed, you insufferable arachnid. And if you break anything else in this room, I’ll re-break your leg.”

“Define ‘break,’” he called after him. “Does scraping the coffee table count? Pulling all the feathers from the pillows? Denting the walls with my head?”

When he looked up, Doctor Octopus was gone. But a door adjacent to the kitchen entrance that hadn’t been previously opened before sat slightly ajar with the light on. Curiously, Peter crossed the lounge and poked his head inside.

It was a surprisingly fancy restroom, with a long sink and a big shower and a claw-foot bathtub. Peter stepped inside cautiously, expecting another painful zap from his anklet, but none came. He turned on the faucet and watched the stream of water pour down the drain. He’d been so focused on his exponentially gnawing hunger, he hadn’t noticed the dryness in his throat. He bent over the sink and drank from the faucet in greedy gulps, the relief astronomical. When he was satisfied, he considered taking a shower; he was a bit ripe after all the fighting and being sick and whatnot. But he feared he might fall asleep mid-bathe, or that his anklet would shock him to death if it came into contact with water. He decided he’d wait until tomorrow to test it out.

Peter dragged himself back to the couch and nestled among the cushions. The sloshy emptiness in his gut was dizzying, but sleep eventually descended over the exhausted teen.

Before the darkness claimed him, one last thought flashed through his head.

_Was that an olive branch of some sort? Perhaps they aren’t going to kill me after all. But they’re definitely planning something._


End file.
